[TOLL BROTHERS LETTERHEAD]
June 10, 2025
Toll Brothers, Inc.
1140 Virginia Drive
Fort Washington, PA 19034
Ladies and Gentlemen:
I am Senior Vice President, Chief Compliance Officer and General Counsel of Toll Brothers, Inc., a Delaware corporation (“TBI”). TBI, Toll Brothers Finance Corp., a Delaware corporation and a wholly-owned subsidiary of TBI (the “Issuer”), and certain other subsidiaries of TBI (the “Subsidiary Registrants”) have filed a Registration Statement on Form S-3 (File No. 333-277928) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Issuer is issuing $500 million in aggregate principal of 5.600% Senior Notes due 2035 (the “Senior Notes”). The Senior Notes are unconditionally guaranteed (each a “Senior Note Guarantee” and, collectively, the “Senior Notes Guarantees”) on a senior basis by TBI and the Subsidiary Registrants (together, in such capacity, the “Senior Notes Guarantors”), pursuant to the Underwriting Agreement dated June 5, 2025, among TBI, the Issuer and the underwriters named therein (the “Underwriting Agreement”).
I have examined the Registration Statement as it became effective under the Securities Act; TBI’s and the Issuer’s prospectus dated March 14, 2024 (the “Base Prospectus”), as supplemented by the prospectus supplement relating to the offering of the Senior Notes dated June 5, 2025 (together with the Base Prospectus, the “Senior Notes Prospectus”), filed by TBI and the Issuer pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act; the indenture dated as of February 7, 2012 (the “Base Indenture”) among the Issuer, the Senior Notes Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Authorizing Resolution with respect to the Senior Notes dated as of June 10, 2025 (the “Authorizing Resolution” and, together with the Base Indenture, the “Indenture”); a duplicate of the global note representing the Senior Notes (including the guarantee attached thereto); and the Underwriting Agreement.
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the subsidiaries named in Schedule I hereto (the “Schedule I Subsidiaries”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by Computershare Entity Solutions, and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of
my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of TBI, the Issuer and the Schedule I Subsidiaries.
In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Senior Notes Guarantees have been duly authorized, executed and delivered by each of the Schedule I Subsidiaries.
This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of TBI filed with the Commission in connection with the registration of the Senior Notes.
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| Very truly yours, |
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| /s/ Timothy J. Hoban |
| Timothy J. Hoban |
| Senior Vice President, Chief Compliance Officer and General Counsel |
[Signature Page to Exhibit 5 Opinion (General Counsel)]
Schedule I
| | | | | |
| Dominion III Corp. | Upper K Investors, Inc. |
| |
| ESE Consultants, Inc. | Ashford Land Company, L.P. |
| |
| First Brandywine Investment Corp. IV | Audubon Ridge, L.P. |
| |
| First Huntingdon Finance Corp. | Belmont Land, L.P. |
| |
| HQZ Acquisitions, Inc. | Binks Estates Limited Partnership |
| |
| PRD Investors, Inc. | Broad Run Associates, L.P. |
| |
| Shapell Homes, Inc. | Byers Commercial LP |
| |
| Shapell Industries, Inc. | CC Estates Limited Partnership |
| |
| TB Proprietary Corp. | Coleman-Toll Limited Partnership |
| |
| The Silverman Building Companies, Inc. | Dominion Country Club, L.P. |
| |
| Toll Architecture I, P.A. | Estates at Princeton Junction, L.P. |
| |
| Toll Architecture, Inc. | Fairfax Investment, L.P. |
| |
| Toll Bros. of Arizona, Inc. | First Brandywine Partners, L.P. |
| |
| Toll Bros. of North Carolina, Inc. | Hoboken Land LP |
| |
| Toll Bros. of North Carolina II, Inc. | Hockessin Chase, L.P. |
| |
| Toll Bros., Inc. | Laurel Creek, L.P. |
| |
| Toll Brothers AZ Construction Company | Loudoun Valley Associates, L.P. |
| |
| Toll Brothers Canada USA, Inc. | NC Country Club Estates Limited |
| |
| Toll Brothers, Inc. | Partnership |
| |
| Toll Brothers Real Estate, Inc. | Porter Ranch Development Co. |
| |
| Toll CA Holdings, Inc. | Sorrento at Dublin Ranch I LP |
| |
| Toll Golden Corp. | Sorrento at Dublin Ranch III LP |
| |
| Toll Corp. | South Riding, L.P. |
| |
| Toll Holdings, Inc. | Southport Landing Limited Partnership |
| |
| Toll MI VII Corp. | Stone Mill Estates, L.P. |
| |
| Toll Mid-Atlantic V Corp. | Swedesford Chase, L.P. |
| |
| Toll Mid-Atlantic LP Company, Inc. | TBI/Palm Beach Limited Partnership |
| |
| Toll NJX-I Corp. | The Bird Estate Limited Partnership |
| |
| Toll Northeast Building Inc. | Toll at Brier Creek Limited Partnership |
| |
| Toll Northeast V Corp. | Toll at Westlake, L.P. |
| |
| Toll Northeast LP Company, Inc. | Toll at Whippoorwill, L.P. |
| |
| Toll Northeast Services, Inc. | Toll Brooklyn L.P. |
| |
| Toll NV GP Corp. | Toll Brothers AZ Limited Partnership |
| |
| | | | | |
| Toll Realty Holdings Corp. I | Toll CA, L.P. |
| |
| Toll Realty Holdings Corp. II | Toll CA II, L.P. |
| |
| Toll Southeast LP Company, Inc. | Toll CA III, L.P. |
| |
| Toll Southeast Inc. | Toll CA IV, L.P. |
| |
| Toll SW Holding I Corp. | Toll CA V, L.P. |
| |
| Toll VA GP Corp. | Toll CA VI, L.P. |
| |
| Toll West Inc. | Toll CA VII, L.P. |
| |
| Toll WV GP Corp. | Toll CA VIII, L.P. |
| |
| Toll CA IX, L.P. | Toll Land XVI Limited Partnership |
| |
| Toll CA X, L.P. | Toll Land XVIII Limited Partnership |
| |
| Toll CA XI, L.P. | Toll Land XIX Limited Partnership |
| |
| Toll CA XII, L.P. | Toll Land XX Limited Partnership |
| |
| Toll CA XIX, L.P. | Toll Land XXII Limited Partnership |
| |
| Toll CA XX, L.P. | Toll Land XXIII Limited Partnership |
| |
| Toll CO, L.P. | Toll Land XXV Limited Partnership |
| |
| Toll CO II, L.P. | Toll MA Land Limited Partnership |
| |
| Toll CO III, L.P. | Toll MA Land III Limited Partnership |
| |
| Toll CT Limited Partnership | Toll MD AF Limited Partnership |
| |
| Toll CT II Limited Partnership | Toll MD Limited Partnership |
| |
| Toll CT III Limited Partnership | Toll MD II Limited Partnership |
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| Toll CT IV Limited Partnership | Toll MD III Limited Partnership |
| |
| Toll DE LP | Toll MD IV Limited Partnership |
| |
| Toll DE II LP | Toll MD V Limited Partnership |
| |
| Toll Estero Limited Partnership | Toll MD VI Limited Partnership |
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| Toll FL Limited Partnership | Toll MD VII Limited Partnership |
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| Toll FL II Limited Partnership | Toll MD VIII Limited Partnership |
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| Toll FL III Limited Partnership | Toll MD X Limited Partnership |
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| Toll FL IV Limited Partnership | Toll MD XI Limited Partnership |
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| Toll FL V Limited Partnership | Toll MI Limited Partnership |
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| Toll FL VI Limited Partnership | Toll MI II Limited Partnership |
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| Toll FL VII Limited Partnership | Toll MI III Limited Partnership |
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| Toll FL VIII Limited Partnership | Toll MI IV Limited Partnership |
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| Toll FL X Limited Partnership | Toll MI V Limited Partnership |
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| Toll FL XII Limited Partnership | Toll MI VI Limited Partnership |
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| | | | | |
| Toll FL XIII Limited Partnership | Toll MN, L.P. |
| |
| Toll GA LP | Toll MN II, L.P. |
| |
| Toll Grove LP | Toll Naval Associates |
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| Toll Hudson LP | Toll NC, L.P. |
| |
| Toll IL HWCC, L.P. | Toll NC II LP |
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| Toll IL, L.P. | Toll NC III LP |
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| Toll IL II, L.P. | Toll NJ, L.P. |
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| Toll IL III, L.P. | Toll NJ II, L.P. |
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| Toll IL IV, L.P. | Toll NJ III, L.P. |
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| Toll IL WSB, L.P. | Toll NJ IV, L.P. |
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| Toll Jacksonville Limited Partnership | Toll NJ VI, L.P. |
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| Toll Land IV Limited Partnership | Toll NJ VII, L.P. |
| |
| Toll Land V Limited Partnership | Toll NJ VIII, L.P. |
| |
| Toll Land VI Limited Partnership | Toll NJ XI, L.P. |
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| Toll Land X Limited Partnership | Toll NJ XII LP |
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| Toll Land XI Limited Partnership | Toll NV Limited Partnership |
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| Toll Land XV Limited Partnership | Toll NY L.P. |
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| Toll NY III L.P. | 126-142 Morgan Street Urban Renewal |
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| Toll NY IV L.P. | LLC |
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| Toll NY V L.P. | 1400 Hudson LLC |
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| Toll Orlando Limited Partnership | 1451 Hudson LLC |
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| Toll PA Development LP | 1450 Washington LLC |
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| Toll PA Management LP | 1500 Garden St. LLC |
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| Toll PA, L.P. | 352 Marin LLC |
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| Toll PA II, L.P. | 700 Grove Street Urban Renewal LLC |
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| Toll PA III, L.P. | Arbor Hills Development LLC |
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| Toll PA IV, L.P. | Arbors Porter Ranch, LLC |
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| Toll PA VI, L.P. | Belmont Country Club I LLC |
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| Toll PA VIII, L.P. | Belmont Country Club II LLC |
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| Toll PA IX, L.P. | Block 255 LLC |
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| Toll PA X, L.P. | Block 268 LLC |
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| Toll PA XI, L.P. | Brier Creek Country Club I LLC |
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| Toll PA XII, L.P. | Brier Creek Country Club II LLC |
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| Toll PA XIII, L.P. | Byers Commercial LLC |
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| | | | | |
| Toll PA XIV, L.P. | Component Systems I LLC |
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| Toll PA XV, L.P. | Component Systems II LLC |
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| Toll PA XVI, L.P. | CWG Construction Company LLC |
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| Toll PA XVII, L.P. | Dominion Valley Country Club I LLC |
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| Toll PA XVIII, L.P. | Dominion Valley Country Club II LLC |
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| Toll PA XIX, L.P. | Enclave at Long Valley I LLC |
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| Toll Realty Holdings LP | Enclave at Long Valley II LLC |
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| Toll RI, L.P. | Frenchman’s Reserve Realty, LLC |
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| Toll RI II, L.P. | Goshen Road Land Company LLC |
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| Toll SC, L.P. | Hatboro Road Associates LLC |
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| Toll SC II, L.P. | Hoboken Cove LLC |
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| Toll SC III, L.P. | Hoboken Land I LLC |
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| Toll SC IV, L.P. | Jacksonville TBI Realty LLC |
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| Toll Stonebrae LP | Liseter Land Company LLC |
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| Toll VA, L.P. | Liseter, LLC |
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| Toll VA II, L.P. | LL Parcel E, LLC |
| |
| Toll VA III, L.P. | Long Meadows TBI, LLC |
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| Toll VA IV, L.P. | Mizner Realty, L.L.C. |
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| Toll VA V, L.P. | Morgan Street JV LLC |
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| Toll VA VI, L.P. | Naples TBI Realty, LLC |
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| Toll VA VII, L.P. | Orlando TBI Realty LLC |
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| Toll VA VIII, L.P. | Placentia Development Company, LLC |
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| Toll WV LP | Plum Canyon Master LLC |
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| Toll YL II, L.P. | PRD Investors, LLC |
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| Toll-Dublin, L.P. | PT Maxwell Holdings, LLC |
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| 89 Park Avenue LLC | PT Maxwell, L.L.C. |
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| Rancho Costera LLC | Toll IN LLC |
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| Regency at Denville, LLC | Toll Jupiter LLC |
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| Regency at Dominion Valley LLC | Toll Land VII LLC |
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| Regency at Washington I LLC | Toll Lexington LLC |
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| Regency at Washington II LLC | Toll MA Development LLC |
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| Shapell Hold Properties No. 1, LLC | Toll MA Holdings LLC |
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| Shapell Land Company, LLC | Toll MA Land II GP LLC |
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| SRLP II LLC | Toll MA Management LLC |
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| | | | | |
| Tampa TBI Realty LLC | Toll Manorhaven LLC |
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| TB Kent Partners LLC | Toll MA I LLC |
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| TB Realty Idaho LLC | Toll MA II LLC |
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| TB Realty Las Vegas LLC | Toll MA III LLC |
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| TB Realty North Carolina LLC | Toll MA IV LLC |
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| TB Realty Reno LLC | Toll Matawan LLC |
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| TB Realty Utah LLC | Toll MD I, L.L.C. |
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| The Regency Golf Club I LLC | Toll MD II LLC |
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| The Regency Golf Club II LLC | Toll MD III LLC |
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| Toll Aster CA LLC | Toll MD IV LLC |
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| Toll Austin TX LLC | Toll Mid-Atlantic II LLC |
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| Toll Austin TX II LLC | Toll Midwest LLC |
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| Toll Austin TX III LLC | Toll Moonlite LLC |
| |
| Toll BBC LLC | Toll Morgan Street LLC |
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| Toll BBC II LLC | Toll NC I LLC |
| |
| Toll CA I LLC | Toll NC IV LLC |
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| Toll CA III LLC | Toll NC Note LLC |
| |
| Toll CA Note II LLC | Toll NC Note II LLC |
| |
| Toll CO I LLC | Toll NJ I, L.L.C. |
| |
| Toll Corners LLC | Toll NJ II, L.L.C. |
| |
| Toll Dallas TX LLC | Toll NJ III, LLC |
| |
| Toll EB, LLC | Toll NJ IV LLC |
| |
| Toll Equipment, L.L.C. | Toll Northeast II LLC |
| |
| Toll Etiwanda LLC | Toll Northeast VIII LLC |
| |
| Toll FL I, LLC | Toll NY II LLC |
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| Toll FL IV LLC | Toll North LV LLC |
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| Toll FL V LLC | Toll North Reno LLC |
| |
| Toll Glastonbury LLC | Toll NV GP I LLC |
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| Toll Hamilton LLC | Toll NV Holdings LLC |
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| Toll Henderson LLC | Toll PA Twin Lakes LLC |
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| Toll Hilardes LLC | Toll Prasada LLC |
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| Toll Hoboken LLC | Toll San Antonio TX LLC |
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| Toll Houston Land LLC | Toll South LV LLC |
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| Toll Houston TX LLC | Toll South Reno LLC |
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| | | | | |
| Toll ID I LLC | Toll Southeast II LLC |
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| Toll Southwest LLC | |
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| Toll Southwest II LLC | |
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| Toll Sparks LLC | |
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| Toll SW Holding LLC | |
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| Toll TX Note LLC | |
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| Toll VA III, L.L.C. | |
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| Toll Van Wyck, LLC | |
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| Toll Vanderbilt II LLC | |
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| Toll-Dublin, LLC | |
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| Toll West Coast LLC | |
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| Toll West Coast II LLC | |
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| Upper K Investors, LLC | |
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| Upper K-Shapell, LLC | |
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| Vanderbilt Capital, LLC | |